TIDM57OE

RNS Number : 7262E

Endeavour SCH PLC

05 November 2015

Company Registration No. 03672185

ENDEAVOUR SCH PLC

INTERIM MANAGEMENT REPORT AND

CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDING 30 SEPTEMBER 2015

CONTENTS

Company Information 1

Interim Management Report 2

Responsibility Statement 4

   Condensed Unaudited Interim Profit and Loss Account                                               5 

Condensed Unaudited Interim Balance Sheet 6

Condensed Unaudited Interim Cashflow Statement 7

   Notes to the Condensed Unaudited Interim Financial Statements                               8 

ENDEAVOUR SCH PLC

COMPANY INFORMATION

Registered Office

8 White Oak Square

London Road

Swanley

Kent

BR8 7AG

Serving Directors

J Graham

N Rae

Alternate Directors

A Ritchie

M Fernandes

Company Secretary

HCP Social Infrastructure (UK) Limited

Auditor

BDO LLP

55 Baker Street,

London,

W1U 7EU

Banker

Barclays Bank PLC

54 Lombard Street

London

EC3P 3AH

Legal Advisors

Pinsent Masons LLP

1 Park Row

Leeds

LS1 5AB

Paying Agent

The Bank of New York Mellon

One Canada Square

London

E14 5AL

ENDEAVOUR SCH PLC

INTERIM MANAGEMENT REPORT

Principal Activity and Business review

The Company's principal activity is that of Private Finance Initiative Concessionaire for the South Tees Acute Hospitals Single Site Project, under the terms of a Concession Agreement dated 16 August 1999 between the Company and South Tees Acute Hospitals National Health Service Trust ('the Trust').

The Company's Concession Agreement requires it to finance, design, develop and construct and then maintain and part operate the enlarged hospital following completion of new facilities and certain other work. The concession is intended to continue for a period of 30 years after hospital completion which occurred on 16 July 2003, and the project is now in its operational phase.

The Company's operations are managed under the supervision of its shareholders and funders and are largely determined by the detailed terms of the Concession Agreement. For this reason, the Company's Directors believe that further key performance indicators for the Company are not necessary or appropriate for an understanding of the performance or position of the Company.

The Company is obliged to meet the conditions laid down in the Bond Trust Deed and Collateral Deed. To the best of the Directors' knowledge the Company has met all of the obligations contained within these Deeds and there have been no Events of Default, Potential Events of Default or Trigger Events with regards to these Deeds.

The Company is obliged to maintain a rating with Moody's. Moody's affirmed the rating during the period and the Company considers the rating given to it satisfactory.

Financial performance and financial position

Income for the period of GBP19.499m (2014: GBP20.661m) and operating profit of GBP3.573m (2014: GBP4.204m) were in line with expectations.

Profit before tax is GBP3.349m (2014: GBP4.313m), and after an increase in the deferred tax provision of GBP0.48m, profit after tax was GBP2.780m (2014: GBP3.534m).

In the opinion of the Directors, the project has achieved satisfactory performance in the period under review.

Principal risks and uncertainties

Availability

Investment in the Project is funded primarily by Index Linked Secured Guaranteed Bonds ('the Bonds') and subordinated unsecured loan stock. During the operational phase the principal source of funds available to meet its liabilities under the Bonds will be Availability Payments received from the Trust under the Concession Agreement. Failure to achieve the forecast levels of availability would result in lower than forecast revenues and this may adversely affect the Company's ability to make payments to Bondholders. There have been no deductions for unavailability in the periods covered by these financial statements.

ENDEAVOUR SCH PLC

INTERIM MANAGEMENT REPORT (continued)

Principal risks and uncertainties (continued)

Major Maintenance

The Company is obliged under the Concession Agreement to undertake major maintenance and plant/equipment replacement so that it continues to satisfy the standards required. There are a number of factors which could lead to higher than projected costs, such as shorter than anticipated life spans or increased inflation on specific items of plant and equipment or worse than expected condition of the residual estate. This risk has been mitigated through contractual arrangements with the subcontractor undertaking this work, as 25% of the risk of asset failure is shared with the subcontractor.

Service Performance

The Soft Services and Maintenance Services are monitored against agreed objective measures. Ultimately, poor performance may result in the Trust having the right to terminate the Concession Agreement. There have been no deductions for poor performance in the periods covered in these financial statements.

Trust Status and Performance

Failure by the Trust to perform its obligations may affect the Company's ability to meet its liabilities to Bondholders. However the Trust's obligations under the Concession Agreement are underwritten by the Secretary of State for Health.

On behalf of the Board

......................................

Neil Rae

Director

2015

ENDEAVOUR SCH PLC

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE

INTERIM MANAGEMENT REPORT

The Directors are responsible for preparing the Interim Management Report and the Condensed Unaudited Interim Financial Statements in accordance with the applicable Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority in relation to an Issuer of Debt Securities which are listed on the London Stock Exchange.

The annual financial statements of the Company are prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP). The financial information contained in the Condensed Unaudited Interim Financial Statements is pro-forma and does not constitute full statutory accounts within the meaning of section 435 of the Companies Act 2006. The information has been extracted from the records of the Company for the six month periods ended 30 September 2015 and 30 September 2014 and 31 March 2015. The information has been prepared using the accounting policies and basis of preparation set out in Note 1 to the Annual Report and Accounts 2014.

Cautionary statement regarding forward-looking statements

The Interim Management Report and Condensed Unaudited Interim Financial Statements (together the "Interim Report") may contain certain projections and other forward-looking statements with respect to the financial condition, results of operations and the business of Endeavour SCH PLC. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Although Endeavour SCH PLC currently believes that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and therefore there can be no assurance that any results contemplated in the forward-looking statements will actually be achieved. Nothing contained in this Interim Report should be construed as a profit forecast or profit estimate. Investors or other recipients are cautioned not to place undue reliance on any forward-looking statements contained herein. Endeavour SCH PLC undertakes no obligation to update or revise (publicly or otherwise) any forward-looking statement, whether as a result of new information, future events or other circumstances. This Interim Report does not constitute an invitation or inducement to any person to subscribe for, or otherwise acquire, securities issued by Endeavour SCH PLC.

We confirm to the best of our knowledge:

-- The Condensed Unaudited Interim Financial Statements included in this Interim Financial Report have been prepared in accordance with UK Generally Accepted Accounting Practice and give a true and fair view of the assets, liabilities, financial position and profit of the Company.

-- Appropriate disclosure under DTR 4.2.7R of the Disclosure and Transparency Rules has been made in the Interim Management Report as to any significant events that have occurred during the first six months of the financial year that have had a material impact on the Condensed Unaudited Interim Financial Statements.

-- Appropriate disclosure under DTR 4.2.7R of the Disclosure and Transparency Rules has been made in the Interim Management Report as to a description of the principal risks and uncertainties for the remaining six months of the financial year.

On behalf of the Board

......................................

Neil Rae

Director

2015

ENDEAVOUR SCH PLC

CONDENSED UNAUDITED INTERIM PROFIT AND LOSS ACCOUNT

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FOR THE SIX MONTH PERIOD ENDED 30(th) SEPTEMBER 2015

 
                                                          6 months           6 months 
                                                                to                 to 
                                                    30th September     30th September 
                                                              2015               2014 
                                           Note             GBP000             GBP000 
 
  TURNOVER                                  2               19,499             20,661 
 
  Cost of sales                                           (15,366)           (15,946) 
 
  GROSS PROFIT                                               4,133              4,715 
 
  Administrative expenses                                    (560)              (511) 
 
  OPERATING PROFIT                          3                3,573              4,204 
 
  Interest payable and similar 
   charges                                  4              (2,737)            (4,418) 
 
  Interest receivable and similar 
   income                                   5                2,513              4,527 
 
  PROFIT ON ORDINARY ACTIVITIES 
   BEFORE TAXATION                                           3,349              4,313 
 
  Tax on profit on ordinary activities      6                (569)              (779) 
                                                 -----------------  ----------------- 
 
  PROFIT FOR THE PERIOD                                      2,780              3,534 
                                                 =================  ================= 
 

All profits and losses arise from continuing activities. There are no other recognised gains or losses for the period.

The accompanying notes form part of the financial statements.

ENDEAVOUR SCH PLC

CONDENSED UNAUDITED INTERIM BALANCE SHEET AS AT 30 SEPTEMBER 2015

 
                                                          30 September              31 March 
                                                                  2015                  2015 
                                            Note                GBP000                GBP000 
 
  CURRENT ASSETS 
 
  Debtors: amounts falling due 
   within one year                           7                   3,104                 7,132 
  Debtors: amounts falling due 
   after more than one year                  8                 133,035               136,520 
  Cash at bank and in hand                   9                  20,535                20,397 
                                                               156,674               164,049 
                                                  ====================  ==================== 
 
  CREDITORS: Amounts falling due 
   within one year: 
 
  Trade and other Creditors                                   (12,333)              (13,109) 
  Borrowings                                                   (4,950)               (4,733) 
                                             10               (17,283)              (17,842) 
                                                  ====================  ==================== 
 
  NET CURRENT ASSETS                                           139,391               146,207 
 
  TOTAL ASSETS LESS CURRENT LIABILITIES                        139,391               146,207 
 
  CREDITORS: Amounts falling due 
   after more than one year                  11              (117,597)             (120,406) 
 
  PROVISIONS FOR LIABILITIES                 12               (18,546)              (18,977) 
 
  TOTAL NET ASSETS                                               3,248                 6,824 
                                                  ====================  ==================== 
 
  CAPITAL AND RESERVES 
 
  Called up share capital                    14                     50                    50 
  Profit and loss account                    15                  3,198                 6,774 
 
  EQUITY SHAREHOLDERS' FUNDS                                     3,248                 6,824 
                                                  ====================  ==================== 
 

The accompanying notes form part of the financial statements.

The financial statements were approved and authorised for issue by the Board and were signed on its behalf:

......................................

Neil Rae

Director

2015

ENDEAVOUR SCH PLC

CONDENSED UNAUDITED INTERIM CASH FLOW STATEMENT

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

 
                                                            Period                Period 
                                                             ended                 ended 
                                                      30 September          30 September 
                                                              2015                  2014 
                                             Note          GBP'000               GBP'000 
 
    Net Cash Inflow from Operating 
    Activities                                               6,420                 9,593 
 
    Returns on Investments and Servicing 
    of Finance 
  Interest Received                                          2,513                 4,527 
   Interest Paid                                           (2,737)               (2,991) 
 
 
 
 
 
 
 
    Net Cash inflow on Returns on 
    Investments and Servicing of 
    Finance                                                  6,196                11,129 
 
 
    Capital expenditure and financial 
    investment 
  Capital repayment element of 
   contract receivable                                       2,711                 1,651 
 
    Net Cash (Outflow) on Returns 
    on Investments and Servicing 
    of Finance 
  Equity Dividends Paid                                    (6,356)               (4,015) 
 
    Financing 
  Bond - redemption                                        (2,413)               (2,942) 
                                                   ---------------       --------------- 
  Increase in cash and cash equivalents       17               138                 5,823 
                                                   ===============       =============== 
 
 
  Reconciliation of Operating 
   Profit to Net Cash Inflow from 
   Operating Activities 
 
  Operating Profit                        3,573    4,204 
  Depreciation charged                        -        - 
  Decrease in debtors                     4,579    4,966 
  (Decrease) / Increase in creditors      (824)      716 
  Net movement in provisions              (908)    (293) 
 
  Net Cash Inflow from Operating 
   Activities                             6,420    9,593 
                                        =======  ======= 
 
 
 
 

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   1.    Accounting policies 

The following accounting policies have been applied consistently in dealing with items that are considered material in relation to the Company's Condensed Unaudited Interim Financial Statements.

   a)     Basis of preparation 

The Condensed Unaudited Interim Financial Statements have been prepared in accordance with applicable accounting standards and under the historical cost basis or the fair value basis where the fair valuing of relevant assets and liabilities has been applied.

   b)     Finance debtor 

Costs incurred in building the acute hospital have been treated as a finance debtor as, in the opinion of the Directors, the Trust enjoys substantially all the risks and rewards of ownership. Unitary charges received from the Trust are allocated between services income, interest receivable and the repayment of the finance debtor using a property specific rate so as to generate a constant rate of return in respect of the finance debtor over the life of the concession.

The finance debtor also includes accrued services income representing the difference between cumulative services income recognised in the profit and loss account and the Unitary Charge invoiced to the Trust.

Costs incurred in respect of Variation works over the course of the contract are added to the finance debtor with related contributions from the Trust being credited to it.

   c)     Turnover 

Unitary charges are allocated between service income, interest receivable on the finance debtor and reimbursement of the finance debtor so as to generate a constant return in respect of the finance debtor over the life of the contract.

Turnover reflects the income allocated to the services provided as part of the overall project, and the interest receivable on the finance debtor.

A margin is applied to costs charged to the profit and loss account to calculate the service income credited to the profit and loss account. This margin is calculated as total income forecast to be receivable over the concession, less all life cycle and other operating costs forecast to be payable over the concession.

   d)     Debt issue costs 

Issue costs in respect of the Company's debt are recognised over the life of the debt using the effective interest rate method and are deducted from the carrying value of the related debt.

   e)     Deferred tax 

As required by FRS 19 "Deferred Tax", full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the Condensed Unaudited Interim Financial Statements and recognition in the tax computation, except for those timing differences in respect of which the standard specifies that deferred tax should not be recognised.

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax balances are not discounted.

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

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FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

Accounting policies (continued)

   f)      Life cycle costs 

The estimated cost of the Company's obligation to maintain the hospital over the period of its agreement with the Trust is charged to the profit and loss account as the obligation arises. A provision has been included in the balance sheet in relation to such life cycle maintenance costs on the basis that an obligation exists under the Project Agreement to carry out such works to ensure that the estate meets the require standards at any given point in time.

   g)     Capitalised interest 

The interest cost of financing the Company's obligations under its Concession Agreement during the construction phase has been capitalised and was included in the value of assets during the course of construction prior to reclassification as a finance debtor.

   h)     Financial Instruments 

Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument. The principal financial assets and liabilities of the Company are as follows:

Trade debtors

Trade receivables are initially recognised at fair value and then are stated at amortised cost.

Cash at bank

Cash at bank is carried in the balance sheet at nominal value.

Trade creditors

Trade payables are initially recognised at fair value and then are stated at amortised cost.

Bank and other borrowings

Interest bearing bank loans, bonds, subordinated debt and other loans are recognised initially at fair value. All borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value recognised in the profit and loss account over the period to redemption.

Finance debtor

The finance debtor is classified as loans and receivables as defined in paragraph 9 of FRS 26, which are initially recognised at fair value and then are stated at amortised cost.

      i)     Accounting estimates and judgements 

In applying the accounting policies detailed above, decisions sometimes have to be made as to the likely outcome of future events. Those judgements and estimates are based on historical experience and assumptions that the Directors believe reasonable in the circumstances. The Directors consider the key judgements and estimates made in preparing the financial statements to have been those relating to the calculation of the margin applied to costs in recognising revenue and the recognition of life cycle costs. These judgements and estimates are discussed in more detail above.

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

Accounting policies (continued)

j) Comparative information

The current period's results are for the six month period ended 30 September 2015. Comparative information is for the year ended 31 March 2015 for balance sheet purposes and for the six month period ended 30 September 2014 for profit and loss and cashflow statement purposes.

   2.    Turnover 

Turnover represents the value of work done and excludes value added tax.

All turnover is derived in the United Kingdom, and from the principal business segment which is the provision of non-clinical services to maintain the availability of hospital facilities.

   3.    Operating profit 

Operating profit is stated after charging:

 
                                       6 months            6 months 
                                             to                  to 
                                   30 September        30 September 
                                           2015                2014 
                                         GBP000              GBP000 
  Auditor's remuneration 
  Audit of the Company                       10                  10 
  Other services relating to 
   taxation                                   2                   4 
                                ===============  ================== 
 
  Directors' Emoluments 
 
  Directors' fees                            50                  30 
                                ===============  ================== 
 

These Directors' fees were paid to Innisfree Limited and Semperian PPP Investment Partners N(o) 2 Limited for provision of the non-executive Directors' services.

The Company has no employees other than directors.

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   4.      Interest payable and similar charges 
 
                                       6 months         6 months 
                                             to               to 
                                   30 September     30 September 
                                           2015             2014 
                                         GBP000           GBP000 
 
 Secured 3.607% Index Linked 
  Bonds 2031                              1,757            3,427 
 Amortisation of Bond Issue 
  Costs                                      83               94 
 Unsecured Subordinated Debt                897              897 
                                ---------------  --------------- 
                                          2,737            4,418 
                                ===============  =============== 
 

Interest payable on the Secured 3.607% Index Linked Bonds 2031 includes bond interest and bond indexation.

   5.      Interest receivable and similar income 
 
                                           6 months         6 months 
                                                 to               to 
                                       30 September     30 September 
                                               2015             2014 
                                             GBP000           GBP000 
 
  Interest receivable on Finance 
   Debtor                                     2,440            4,473 
  Bank interest                                  73               54 
                                              2,513            4,527 
                                    ===============  =============== 
 
   6.      Tax on profit on ordinary activities 

(a) Analysis of charge in the current period

 
                                          6 months         6 months 
                                                to               to 
                                      30 September     30 September 
                                              2015             2014 
                                            GBP000           GBP000 
 
  UK Corporation tax on profits 
   for the period                               92                - 
  Deferred tax                                 477              779 
                                   ---------------  --------------- 
                                               569              779 
                                   ---------------  --------------- 
 

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   7.       Debtors: amounts falling due within one year 
 
 
                                         30 September    31 March 
                                                 2015        2015 
                                               GBP000      GBP000 
 
  Trade debtors                                   841       5,342 
  Finance Debtor                                2,230       1,679 
  Prepayments and accrued income                   33         111 
                                                3,104       7,132 
                                    =================  ========== 
 
   8.       Debtors: amounts falling due after more than one year 
 
                              30 September      31 March 
                                      2015          2015 
                                    GBP000        GBP000 
 
    Finance Debtor                 132,635       136,120 
    Other Debtors                      400           400 
                                   133,035       136,520 
                      ====================  ============ 
 
 
    Finance Debtor brought forward               137,799      146,630 
                                                   2,440        9,109 
    Amortisation in the year                     (5,374)     (17,940) 
     Finance Debtor carried forward              134,865      137,799 
                                       =================  =========== 
 
 
    Finance Debtor analysed : 
     Due within one year                                  2,230      1,679 
            Due after more than one year                132,635    136,120 
                                                        134,865    137,799 
                                            ===================  ========= 
 
    9.      Cash at bank and in hand 
 
                                30 September    31 March 
                                        2015        2015 
                                      GBP000      GBP000 
 
  Cash at bank and in hand            20,535      20,397 
                              ==============  ========== 
 

Cash at bank earns interest at floating rates based principally on short-term inter-bank rates.

ENDEAVOUR SCH PLC

NOTES TO CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

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FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   10.     Creditors: amounts falling due within one year 
 
                                       30 September    31 March 
                                               2015        2015 
                                             GBP000      GBP000 
 
    Trade creditors                             833         879 
  Other taxes and social security             1,990       1,949 
  Accruals and deferred income                9,510      10,281 
  Secured 3.607% Index Linked 
   Bonds 2031                                 4,950       4,733 
                                     --------------  ---------- 
                                             17,283      17,842 
                                     ==============  ========== 
 
   11.     Creditors: amounts falling due after more than one year 
 
                                             30 September    31 March 
                                                     2015        2015 
                                                   GBP000      GBP000 
 
    Subordinated Debt                              14,914      14,914 
  Secured 3.607% Index Linked 
   Bonds 2031                                     102,683     105,492 
                                                  117,597     120,406 
                                     ====================  ========== 
 
 
    Index Linked Bond 
    Secured 3.607% Index Linked 
    Bonds 2031                                     70,431      71,985 
  Add: Cumulative Indexation                       38,966      40,087 
                                     --------------------  ---------- 
                                                  109,397     112,072 
  Less : unamortised net issue 
   costs                                          (1,764)     (1,847) 
                                     --------------------  ---------- 
                                                  107,633     110,225 
                                     ====================  ========== 
 
  The bonds are repayable as 
   follows:- 
 
  Amounts falling due within 
   one year                                         4,950       4,733 
                                     --------------------  ---------- 
 
  Amounts falling due after one 
   year 
  Between one and two years                         4,255       4,650 
  Between two and five years                       13,017      13,073 
  After five years                                 87,175      89,616 
                                     --------------------  ---------- 
  Total amounts falling due after 
  more than one year                              104,447     107,339 
                                                  109,397     112,072 
                                     ====================  ========== 
 

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

11. Creditors: amounts falling due after more than one year (continued)

GBP137,400,000 secured index linked bonds 2031 were created on 16 August 1999 of which GBP128,900,000 were issued and sold at 99.992%. The bonds bear interest at 3.607% per annum of their principal amount outstanding. Interest is payable semi-annually in arrears on 28 March and 28 September. The amount of principal outstanding from time to time is subject to indexation in accordance with the terms of the Bond Trust Deed.

The Company retained GBP8,500,000 index linked bonds 2031 ("variation bonds") which it could sell, subject to certain restrictions in the Collateral Deed, to finance contingencies. On 30 November 2000 the Company sold GBP5,000,000 of the variation bonds to fund variations on the hospital construction contract.

The remaining GBP3,500,000 of unsold Variation Bonds were cancelled on 14 February 2009 by the Principal Paying Agent, as instructed by the issuer and in accordance with the Bond Trust Deed and the Paying Agency Agreement.

The bonds are repayable in instalments which commenced in March 2005 and should end in March 2031.

The Company's secured creditors have the benefit of first ranking charges granted by the Company over the whole of its investments, undertaking, property, assets, insurances and rights under certain contracts, both present and future, together with a first ranking charge over all of the ordinary shares of the Company and the Company's subordinated loan stock and those of its holding Company, Endeavour SCH Holdings Limited.

Unsecured Loan Stock 2032 (Subordinated debt)

The Company is a wholly beneficially owned subsidiary of Endeavour SCH Holdings Limited. The beneficial owners of the holding company are Innisfree M & G PPP LP, through its nominee Innisfree Nominees Limited and Semperian PPP Investment Partners N(o) 2 Limited.

On 16 August 1999, the Company and Endeavour SCH Holdings Limited created GBP23,060,000 unsecured Loan Notes 2032, constituted under Deed Polls entered into on the same date. On 30 November 2000 a further GBP1,400,000 of Loan Notes were created to fund variations required on the construction contract.

Under the terms of an Equity Subscription Agreement dated 16 August 1999 as amended on 30 November 2000, the Shareholders of the holding Company agreed to subscribe for Loan Stock of Endeavour SCH Holdings Limited to the value of GBP24,460,000. Endeavour SCH Holdings Limited in turn agreed to subscribe for up to GBP24,460,000 of the Loan Stock of the Company. The proceeds of the stock issue are being used by the Company to finance its obligations under its contract with the Trust.

A proposal by the shareholders to change the payment profile of outstanding subordinated debt principal has been approved by the FCA. The final principal payment becomes GBP14,914,349 which was the amount outstanding at 30 September 2015. Interest will be calculated on this outstanding principal, and will continue to be paid twice yearly as normal.

The Notes are repayable as follows:

As at 30 September 2015 and at 31 March 2014

 
                              2015 
                             GBP'000 
 
 After more than 5 years       14,914 
 

Interest is payable on the Notes at a rate of 12% per annum with effect from 10 June 2003.

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

11. Creditors: amounts falling due after more than one year (continued)

Where the Notes are redeemed after 30 September 2003, the price will be the higher of par less any amount already redeemed and that price, expressed as a percentage, at which the Gross Redemption Yield on the Notes would be equal to the Gross Redemption Yield on such other United Kingdom Government Stock as the Company shall determine to be appropriate based on the middle market price of the reference stock on the third dealing day prior to the proposed date of redemption.

The interest rate risk profile of the Company's financial liabilities as at the last audited balance sheet date of the 31(st) March is as follows:

 
 
 
                                                                 Fixed            Fixed 
                    Total        Floating       Fixed        rate weighted        rate 
                   31 March        rate          rate           average         weighted 
                     2015        31 March      31 March        interest          average 
                   GBP'000         2015          2015           rate at           time 
                                 GBP'000       GBP'000         31 March         for which 
                                                                 2015             rate 
                                                                   %            is fixed 
                                                                                  March 
                                                                                  2015 
                                                                                  Years 
 
    2015 - 
    Sterling       125,463       110,549        14,914           12.0              19 
 
    2014 - 
    Sterling       129,678       114,764        14,914           12.0           20 
 

As the 3.607% index linked secured bonds are partially linked with the Retail Price Index, the instrument has been categorised as floating rate debt in the above table. The underlying principal of the bonds is index linked and the 3.607% fixed interest element of the instrument is also index linked. Total liabilities shown above comprise the gross amount of the bonds in issue and the subordinated debt.

The directors do not believe there has been a material change in the above information from the audited balance sheet date to 30 September 2015 that would affect the users of the Condensed Unaudited Interim financial statements.

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   12.     Provision for liabilities 
 
                              Deferred 
                                 Tax      Lifecycle     Total 
                               GBP000      GBP000      GBP000 
 
  As at 31(st) March 
   2015                         15,295        3,682     18,977 
  Amount provided for 
   in the period                   477            -        477 
  Paid during the period             -        (908)      (908) 
                                        -----------  --------- 
  As at 30(th) September 
   2015                         15,772        2,774     18,546 
                            ==========  ===========  ========= 
 

It is anticipated that the life-cycle provision will be utilised within one year.

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The deferred tax balance is analysed as follows.

 
                                  30 September    31 March 
                                          2015        2014 
                                        GBP000      GBP000 
 
  Capitalised interest                   5,074       5,269 
  Capital allowances                    10,567      10,737 
  Short lease premium relief               596         624 
  Losses carried forward                 (465)     (1,335) 
  Provision for deferred tax            15,772      15,295 
                                ==============  ========== 
 
   13.     Financial instruments 

All information in this note represents the audited balance sheet as at 31 March 2015. The directors do not believe there has been a material change in this information that would affect the users of the Condensed Unaudited Interim financial statements;

All of the Company's financial liabilities are measured at amortised cost and all of the company's financial assets are classified as loans and receivables.

Financial Assets

The Company has one long term financial asset being the finance debtor (see note 8). This asset yields interest at a fixed rate of 7% per annum over the term of the lease, of which 20 years of the primary period are remaining.

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   13.     Financial instruments (continued) 

Financial Risk Management Policies and Objectives

The Company's principal financial instruments comprise short term cash deposits, index linked bonds and a subordinated loan. The main purpose of these financial instruments is to ensure, via the terms of the financial instruments, that the profile of the debt service costs is tailored to match expected revenues arising from the Concession Agreement.

The Company does not undertake financial instrument transactions which are speculative or unrelated to the Company's trading activities. Board approval is required for the use of any new financial instrument, and the Company's ability to do so is restricted by covenants in its existing funding agreements.

Exposure to liquidity, credit and interest rate risks are in the normal course of the Company's business.

Liquidity Risk

Repayments of the index linked bonds and the subordinated loan are tailored to match expected revenue receivable under the terms of the Concession Agreement, so ensuring sufficient funds are available when repayments are due.

The following table sets out the timing of expected future cash flows, including interest payments, in respect of the Company's long term debtors and loan balances:

 
                                                                    1-2        2-5 
  2015                       Effective      Total      1 year      years       years     5+ years 
                                                         or 
                             interest                    less 
                               rate        GBP000      GBP000     GBP000      GBP000      GBP000 
 
  Bank balances (note 
   9)                             0.6%       20,397     20,397          -           -            - 
  Finance Debtor **               4.0%      228,550      8,390     14,356      39,646      166,458 
  Trade debtors (note 
   7)                                         5,342      5,342          -           -            - 
  Guaranteed secured 
   bonds **                       3.6%    (162,484)    (8,784)    (8,592)    (24,301)    (120,807) 
  Unsecured subordinated 
   loan                          12.0%     (14,914)          -          -           -     (14,914) 
  Trade creditors 
   (note 10)                                  (879)      (879)          -           -            - 
                                        -----------  ---------  ---------  ----------  ----------- 
                                             76,012     24,466      5,764      15,345       30,737 
                                        ===========  =========  =========  ==========  =========== 
 
 
 

** The effective interest rate is adjusted for the effect of inflation. At 31 March 2015 the annual impact was an additional 2.5%

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

   13.     Financial instruments (continued) 
 
 
                                                                     1-2        2-5 
  2014                       Effective      Total       1 year      years       years     5+ years 
                                                          or 
                             interest                    less 
                               rate        GBP000       GBP000     GBP000      GBP000      GBP000 
 
  Bank balances                   0.6%       17,096      17,096          -           -            - 
  Finance Debtor                  4.0%      246,067      17,517      8,390      41,288      178,872 
  Trade debtors                               6,165       6,165          -           -            - 
  Guaranteed secured 
   bonds                          3.6%    (169,523)     (9,574)    (8,638)    (24,530)    (126,781) 
  Unsecured subordinated 
   loan                          12.0%     (14,914)           -          -           -     (14,914) 
  Trade creditors                           (1,093)     (1,093)          -           -            - 
                                             83,798      30,111      (248)      16,758       37,177 
                                        ===========  ==========  =========  ==========  =========== 
 

Credit Risk

Although the Trust is the only client of Endeavour SCH PLC, the Directors are satisfied that the Trust will be able to fulfil their collateral obligations under the Concession Agreement that are in turn underwritten by the Secretary of State for Health. As at the period end no amounts were past their due date. Cash and bank balances are held with financial institutions.

Interest Rate Risk

In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the period in which they mature:

 
                                                                    1-2        2-5 
    2015                     Effective      Total      1 year      years       years     5+ years 
                                                         or 
                             interest                    less 
                               rate        GBP000      GBP000     GBP000      GBP000      GBP000 
 
  Bank balances                0.6%          20,397     20,397          -           -           - 
  Finance Debtor               4.0%         137,799      1,679      6,176      16,483     113,461 
  Guaranteed secured 
   bonds                       3.6%       (110,549)    (4,733)    (4,650)    (13,074)    (88,092) 
  Unsecured subordinated 
   loan                       12.0%        (14,914)          -          -           -    (14,914) 
                                             32,733     17,343      1,526       3,409      10,455 
                                        ===========  =========  =========  ==========  ========== 
 
 
 

ENDEAVOUR SCH PLC

NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS (continued)

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2015

13. Financial instruments (continued)

 
                                                                      1-2        2-5 
    2014                     Effective      Total        1 year      years       years     5+ years 
                                                           or 
                             interest                     less 
                               rate         GBP000       GBP000     GBP000      GBP000      GBP000 
 
  Bank balances                0.6%           17,096      17,096          -           -           - 
  Finance Debtor               4.0%          146,630       8,831      1,885      17,588     118,326 
  Guaranteed secured 
   bonds                       3.6%        (114,764)     (5,528)    (4,831)    (14,445)    (89,960) 
  Unsecured subordinated 
   loan                       12.0%         (14,914)           -          -           -    (14,914) 
                                              34,048      20,399    (2,946)       3,143      13,452 
                                        ============  ==========  =========  ==========  ========== 
 

Fair Values

The comparison of book and fair values of the Company's financial instruments at 31 March 2015 and 31 March 2014 is set out below. Where available, market values have been used to determine fair values. Where market values are not available, fair values have been calculated by discounting cash flows at prevailing interest rates. The disclosures below exclude short-term debtors and creditors where there is not considered to be a material difference between fair value and the carrying value.

 
                              2015         2015             2014           2014 
                              Book         Fair             Book           Fair 
                             value        value            value          value 
                            GBP000       GBP000           GBP000         GBP000 
 
  Cash at bank              20,397       20,397           17,096         17,096 
  Finance Debtor           137,799      158,739          146,630        180,265 
  Subordinated Loan 
   Stock                  (14,914)     (14,914)         (14,914)       (14,914) 
  Guaranteed secured 
   bonds                 (112,072)    (135,793)        (114,764)      (182,978) 
                            31,210       28,429           34,048          (531) 
                       ===========  ===========  ===============  ============= 
 

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